Marvell Technology, Inc.

Operator: Good afternoon and welcome to the Marvell Technology, Inc. Third Quarter Fiscal Year 2026 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. Please note this event is being recorded. I will now turn the conference over to Mr. Ashish Saran, Senior Vice President of Investor Relations. Thank you. You may begin. Ashish Saran: Thank you, and good afternoon, everyone. Welcome to Marvell's Third Quarter Fiscal Year 2026 Earnings Call. Joining me today are Matt Murphy, Marvell's Chairman and CEO; Willem Meintjes, CFO; Chris Koopsmans, President and COO; and Sandeep Bharathi, President, Data Center Group. Let me remind everyone that certain comments made today include forward-looking statements, which are subject to significant risks and uncertainties that could cause our actual results to differ materially from management's current expectations. Please review the cautionary statements and risk factors contained in our earnings press release, which we filed with the SEC today and posted on our website as well as our most recent 8-K, 10-K, 10-Q and other documents filed by us from time to time with the SEC. We do not intend to update our forward-looking statements. During our call today, we will refer to certain non-GAAP financial measures. A reconciliation between our GAAP and non-GAAP financial measures is available in our earnings press release. As we discussed in our second quarter earnings call, going forward, we are consolidating our non-data center end markets into a single new communications and other end market. The composition of our data center end market remains unchanged. Our earnings press release for the third quarter reports revenue by end market in both the prior format as well as the new go-forward format. Please note that today's call will be longer than typical as we will be discussing the acquisition announced today in addition to a number of extensive updates on our business. You may also find additional details on this transaction in the press release and Form 8-K be filed with the SEC today and a presentation posted on our website on the Investor Relations page. Let me now turn the call over to Matt for his comments on the quarter. Matt? Matthew Murphy: Yes. Thanks, Ashish, and good afternoon, everyone. Settle in, okay? We have a lot of good stuff to talk about today. For the third quarter of fiscal 2026, Marvell delivered record revenue of $2.075 billion, reflecting a 3% sequential increase and strong 37% year-over-year growth. Revenue was above the midpoint of guidance, driven by stronger than forecasted demand in our data center end market. As a result, non-GAAP earnings per share of $0.76 exceeded the midpoint of guidance by $0.02. Excluding revenue from the divested Automotive Ethernet business, the implied revenue growth for Marvell's go-forward business was approximately 6% sequentially and 41% year-over-year. Momentum in our data center business remains strong with revenue growing 38% year-over-year, fueled by robust AI demand. We also saw a strong recovery in our communications and other end market, where revenue grew 34% year-over-year as reported and nearly 50% year-over-year, excluding the Automotive Ethernet business. We expect growth to continue in the fourth quarter with total company revenue forecast at $2.2 billion at the midpoint. We expect this momentum to continue throughout next fiscal year and beyond. I will provide more context on our numerous growth drivers later in the call. Strategic Acquisition of Celestial AI Matthew Murphy: Before discussing our end market, I'm excited to share details on the strategic acquisition we announced today of Celestial AI, which brings an entirely new disruptive technology, a photonic fabric platform purpose-built for next-generation scale-up interconnect. This acquisition is the latest in a series of decisive moves to further strengthen our data center portfolio. Since 2019, we have continued to increase our focus on data center, divesting our WiFi business and acquiring Avera, Aquantia, Inphi and Innovium. These transactions have driven significant revenue growth and scale and have each proven to be an absolute home run. This year, following the divestiture of our Automotive Ethernet business, we are continuing to double down on data center with the acquisition of Celestial AI. This positions us to further capitalize on the massive opportunity in accelerated infrastructure. The acquisition is expected to close in the first quarter of next year, subject to customary closing conditions, including regulatory reviews in the United States and will remain a separate independent company through the regulatory process. Matthew Murphy: AI is reshaping data center architecture at an unprecedented speed. Next-generation accelerated systems are no longer confined to single rack, they are evolving into multi-rack scale-up fabrics that connect hundreds of XPUs in a high-bandwidth ultra-low latency any-to-any fashion. These advanced fabrics demand purpose-built switches interconnects, engineered to deliver the performance and efficiency required at scale, creating a new TAM for companies like Marvell. Industry analysts are forecasting the merchant portion of the scale-up switch market to approach $6 billion in revenue in 2030. On the interconnect side, we are seeing the dollar content for optics of the same magnitude as a scale-up switch as the optical interconnect attaches to both the XPU and the switch, the opportunity actually doubles, meaning over $10 billion. These are both very large and exciting incremental opportunities for Marvell. Matthew Murphy: As we first evaluated Celestial AI, it reminded us of our early look at Inphi and the products we saw in their PAM technology to transform the scale-out interconnect market. We see even greater potential for Celestial AI's photonic fabric to transform the scale up interconnect market. Interconnect technology is as critical as switching and scale up networks to enable hundreds of XPUs to be tightly coupled together. This is driving a massive increase in the number of links in the network and overall system bandwidth, therefore, creating the need for a fabric which can span across racks. Copper-based interconnects used in today's scale-up systems are approaching their fundamental limits in reach and bandwidth, creating compelling need for optical solutions. Celestial AI's photonic fabric technology platform was purpose-built for this inflection. It enables large AI clusters that scale both within and across racks using a high bandwidth, low latency, low power and cost-effective optical fabric. This breakthrough enables a true optical solution with greater than 2x the power efficiency of copper interconnects, but with far longer each and significantly higher bandwidth. In addition to exceptionally low power consumption, Celestial AI solution provides nanosecond class latency and excellent thermal stability, which enables deeper levels of optical interconnectivity into XPUs and switch systems. The thermal stability of Celestial AI's photonic fabric technology is a significant competitive differentiator. It enables reliable operation in the extreme thermal environments created by large multi-kilowatt XPUs. This allows the photonics technology to be co-packaged vertically with the high-power XPUs and switches in a 3D package, enabling the photonic connection to be made directly into the XPU rather than from the edge of the die. This stands in sharp contrast to many other CPO implementations for the photonics engine sits adjacent to the XPU and must connect at the die edge. Celestial AI's approach results in a more compact and integrated solution, freeing up highly valuable die edge beachfront which can be repurposed to significantly increase the amount of HBM within the XPU package. Eliminating beachfront I/O constraints also significantly increases the amount of package bandwidth possible for XPUs and switch systems. Matthew Murphy: Celestial AI's first-generation product is a photonic fabric chiplet or PF chiplet, which integrates all the required electrical and optical components, including drivers, TIAs, equalizers, SerDes, microcontrollers, modulators, photodiodes and waveguides, all into a compact form factor. This is the industry's first scale-up optical solution delivering an unprecedented 16 terabits per second of bandwidth in a single chiplet, 10x the capacity of today's state-of-the-art 1.6T ports used in scale-out applications. Its compact form factor allows multiple PF chiplets to be co-packaged with XPUs and the scale-up switches on the other side of the link to further increase total bandwidth. Celestial AI is deeply engaged with multiple hyperscalers and ecosystem partners who recognize the disruptive potential of this technology. Notably, Celestial AI has already secured a major design win with one of the world's largest hyperscalers who plans to use Celestial AI's PF chiplets in its next-generation scale-up architecture. These PF chiplets will be co-packaged into both the hyperscalers custom XPUs and the scale of switches providing connectivity. This is expected to be the industry's first large-scale commercial deployment of optical interconnects for scale-up connectivity. Matthew Murphy: Beyond connecting XPUs and scale-up networks, the photonic fabric technology platform can enable a wide range of transformational applications over time. First is a pooled memory appliance that uses Celestial AI's photonic fabric to optically connect multiple XPUs to large shared external disaggregated memory bank. A second use case for Celestial AI's photonic fabric to replace traditional electrical die-to-die connections in multi-die packages. This is just the beginning of a broad set of new applications which can be enabled from this technology. After close, we expect meaningful revenue contributions from Celestial AI to begin in the second half of fiscal 2028. Our base case forecast show Celestial AI's revenue reaching a $500 million annualized run rate in the fourth quarter of fiscal 2028, doubling to a $1 billion run rate by the fourth quarter of fiscal 2029. Following the close of the transaction, we look forward to welcoming the Celestial AI team to Marvell. Celestial AI brings one of the industry's strongest photonic interconnect engineering groups with deep expertise in optics, advanced packaging and high-speed interconnect architecture and systems. In addition, the CEO, founders and key executives from Celestial AI will assume leadership roles at Marvell, continuing our successful integration blueprint from prior acquisitions. These leaders have been at the forefront of innovation and scale up switching and photonic interconnects and their technical depth and strategic insight will play an important role in shaping Marvell's next phase of growth. Marvell's Strong Fiscal 2027 Outlook Matthew Murphy: Okay. Now let me transition back to Marvell's current business and outlook. As you may recall, on September 24, I hosted a virtual call with investors where I outlined a framework for Marvell's revenue growth for fiscal 2027. At that time, we indexed our data center growth potential to cloud CapEx, which was expected to grow 18% next year. Since then, cloud CapEx growth expectations have increased to over 30%. Additionally, we have seen strong demand increases for our products for next year. As a result, our outlook for next fiscal year is even stronger than the expectations we discussed in September. We expect our Interconnect business, which is roughly half our overall data center revenue to continue growing faster than cloud CapEx next year even with the higher outlook. We expect our custom business, roughly 1/4 of our overall data center revenue to grow by at least 20% next year, also from higher than prior expectations. As a reminder, in the near term, this business remains tied to a few specific sockets. We expect custom growth next fiscal year to be higher in the second half and do not expect any air pockets in custom revenue. Next year's custom revenue forecast comprehends a transition to a next-generation XPU at a large customer. And I would note that we already have purchase orders for the entirety of next fiscal year's current forecast for this next-generation program. Our revenue forecast for this program remained consistent with our prior expectations. As we look beyond fiscal '27, we have several high-volume customer designs in development with meaningful revenue expected from these programs in fiscal 2028, consistent with our prior communications. For the remaining quarter of our data center business which includes storage, switching and other products, we now expect revenue to grow by at least 15% next year, up from our prior expectation of 10% growth, driven in particular from increased demand for our switching products. Adding all of this up, we now expect Marvell's data center revenue to grow year-over-year by more than 25% next fiscal year. Please note that this forecast does not include any revenue from the pending acquisition of Celestial AI. And for our communications and other end market, we continue to expect 10% revenue growth next year. Putting it all together, we are looking forward to a strong fiscal 2027. Detailed Business Trends Matthew Murphy: Let me provide more details for each of our end markets. In our data center end market, we delivered record third quarter revenue of $1.52 billion, representing 2% sequential growth and 38% year-over-year growth. Revenue exceeded our guidance for flat sequential performance driven by increased demand across our networking portfolio. Our industry-leading PAM DSPs, TIAs and drivers continue to see strong demand, with revenue from our optical interconnect businesses growing by double digits sequentially on a percentage basis. Our data center storage and switch businesses also posted double-digit sequential revenue growth on a percentage basis. As expected, this strength was partially offset by a sequential decline in our custom revenue due to lumpiness in demand. Looking ahead to the fourth quarter, we expect revenue growth from our data center end market to accelerate growing sequentially in the high single digits on a percentage basis and approximately 20% year-over-year. This growth is expected to be driven by a rebound in custom and continued growth in interconnect, switching and storage. Matthew Murphy: I'll start with our interconnect business, where we offer the industry's broadest and most comprehensive high-speed connectivity portfolio. As our PAM DSP products enter into their fifth year of 800-gig production, demand for our solutions continues to accelerate underscoring strength of the platform we have built through more than a decade of sustained investment in core technology. Our playbook is simple. First to market, first to ramp with timely follow-up optimized solutions to maintain leadership. We did this at 400 gig, 800 gig and now 1.6T, where we established early leadership with our first 5-nanometer solution, which sampled in February 2024, we then accelerated the launch of our optimized 1.6T solution and sampled our 3-nanometer product just 1 year later in February 2025. As a result, we are enabling volume production of pluggable 1.6T transceivers across the industry. We began shipping our 1.6T products in the second half of this fiscal year and are seeing exceptionally strong demand heading into next year. This consistent execution enables us to secure qualifications at major customers well ahead of competitors, reinforcing market leadership. While 1.6T has a long life cycle ahead, we have already demonstrated at the Optical Fiber Conference this past April, 400 gig per lane technology to drive the next industry transition to 3.2T. The demonstration was on 3-nanometer technology but we expect production deployments which are expected in calendar 2028 to require 2-nanometer solutions to optimize module power. In addition to our PAM portfolio, we are also enabling longer reach connectivity with our Coherent lite solutions to support campus-wide data centers in the era of million GPU AI clusters. We introduced our 1.6T Coherent lite solution last year, expect to start shipping next year, and we are on track to deliver our 3.2T solution the year after. Now complementing our DSPs, our high-performance analog TIAs and drivers remain foundational to our electro optics leadership. Our TIAs have a significant performance lead at 1.6T, and we are seeing strong broad-based demand for our products, which are enabling the entire ecosystem. We have also secured several LPO sockets across multiple hyperscalers and are leading this emerging category as well, although deployments remain relatively small today in the context of a very large transceiver market. Matthew Murphy: Turning to 2 of our newer interconnect growth drivers, AECs and retimers. Both markets are undergoing a shift to high-speed PAM-based solutions, an inflection point that is perfectly aligned to Marvell's strengths. For the past year, we've been collaborating closely with the cable ecosystem to enable 100 and 200 gig per lane AECs and we are now on the cusp of substantial product ramps. We have secured design wins with significant share positions at 2 Tier-1 U.S. hyperscalers, along with multiple wins at emerging hyperscalers. We are seeing strong demand for our AEC DSPs, and we expect our share to continue to grow as PAM-based 100 and 200-gig technology becomes dominant. Our PCIe Gen6 retimers are also gaining broad traction. We are currently engaged with more than 30 customers and partners, including hyperscalers, cable partners and system OEMs and ODMs. We already designed in more than 10 sockets, and we expect to enter production in the second half of next year with full revenue contribution in fiscal 2028. We expect our AEC and retimer revenue in aggregate to more than double from this year to next year. Matthew Murphy: Turning to our data center switching business which continues to gain momentum. We expect revenue to exceed $300 million this fiscal year. We expect strong sustained demand for 12.8T products, reflecting our key customers' plans to rely on 12.8T as a workhorse in their scale-out network for several more years. In parallel, we've begun shipping our next-generation 51.2T products with a strong ramp expected next year. As a result, we now expect our day center switch revenue to surpass $500 million next fiscal year faster than what I had indicated last quarter. We will also introduce our 100T products next year as we continue to execute our long-term road map. We are also accelerating our scale-up switch efforts. These next-generation solutions are complex as 100T scale-out switches with high radix supporting up to 576 ports. We are fast tracking our scale-up switch development by leveraging our in-house high-speed, low-power SerDes and experience in developing extremely large reticle size chips. We are deeply engaged with key customers and partners and are on track to sample our UALink 115T and 57T solutions in the second half of fiscal 2027 with volume production expected in fiscal 2028. In parallel with our UALink development, we are also collaborating closely with key customers under ESUN solutions, completing a scale-up road map to address both standards. Matthew Murphy: Turning to our custom business. We expect accelerated growth over the next several years. fueled by our growing portfolio of design wins. At our custom event in June, we disclosed a total of 18 XPU and XPO attach socket design wins. Several of these are already in volume production with the remainder on track to ramp over the next couple of years. Since that event, our team has secured additional custom sockets, which represent more than 10% of the $75 billion lifetime revenue opportunity funnel we outlined in June. These new wins include multiple XPU attached sockets and XPU, an emerging hyperscaler and most recently, a design win for an electrical I/O chiplet inside an XPU. This is a new trend we see emerging where customers and partners are partnering with Marvell to gain access to our high-performance networking technology to be integrated along with their core compute engines within multi-die packages which are becoming more prevalent in a reticle size constrained world. This provides Marvell another avenue for custom growth and sockets, which were otherwise not available to us as full XPUs. Matthew Murphy: Now let me provide additional perspective on the rapidly developing XPU attach market. These attached devices offload specific functions such as network I/O, memory expansion and security, memory expansion and security from XPUs, GPUs and CPUs, freeing them up to exclusively focused scarce compute resources on the primary AI workload. We now have more than 15 XPU attach wins, and today, let me highlight 2 major use cases emerging across multiple hyperscalers as they architect their next-generation custom accelerated infrastructure. The first use case is for custom foundational and Smart NICs, and Marvell has already secured multiple design wins across several hyperscalers. Our customers plan to attach these NICs, not only to their custom accelerators, but increasingly to their broader AI server fleets, which at large hyperscalers can exceed 1 million units or more annually. The second use case we are seeing emerge in the XPU attached market is for CXL-based products that enable memory expansion and acceleration to overcall the memory wall challenge. We made early strategic investments in CXL several years ago, and we have now secured 5 unique sockets across 2 Tier 1 U.S. hyperscalers and are deeply engaged with the third. The first custom CXL design win started shipping already in the first quarter of this year and is entering volume production now. A second socket focused on near-memory compute is expected to enter production a year from now. The remaining CXL design wins are slated for production in calendar 2027. Our solutions technical advantages include support for both DDR4 and DDR5, larger memory capacity and compression along with deep partnerships with the leading memory and CPU providers. While our initial wins centered on offloading from CPUs, more recent wins attached directly to XPUs, which are deployed in far greater numbers were several upcoming high-volume CXL production ramps, Marvell is leading the transition to next-generation memory architectures. We expect the XPU attached market to continue to evolve at a rapid pace, and we are very encouraged to see the attach rate of our solutions exceeding our initial expectations. Based on designs we have already won just for the NIC and CXL use cases, we have line of sight to revenue exceeding $2 billion by fiscal 2029 and a significantly higher forecast in the following years. This is why we are so excited about our data center business, interconnect switch, XPU, XPU attach, storage, scale up, scale out, we are everywhere in the AI rack. And we are just getting started with what we expect to be a massive TAM ahead of us. Communications and Other Market Matthew Murphy: All right. Let me now move to our communications and other end market, where we delivered $557 million in third quarter revenue, which grew 8% sequentially and 34% year-over-year. Excluding revenue from the divested Automotive Ethernet business, the implied revenue growth for Marvell's communications and other end market for the third quarter would be closer to 20% sequentially and 50% year-over-year. These strong results were driven by normalizing customer inventory levels and strong adoption of our refreshed product portfolio at both our enterprise networking and carrier infrastructure customers. Looking ahead to the fourth quarter, we expect revenue from our communications end market to grow sequentially in the low single digits on a percentage basis with year-over-year growth of approximately 25% as reported and closer to 40% year-over-year, excluding our former Automotive Ethernet business. We expect strong sequential growth from carrier and ongoing growth from enterprise to be partially offset by a steep seasonal declines in our consumer business. We expect the enterprise networking portion of our communications end market to reach an annualized revenue run rate of approximately $1 billion in the fourth quarter which would reflect the complete normalization of customer inventory levels in that business. Going forward from this $1 billion annualized revenue run rate, we expect this business to grow in line with enterprise IT spending. While our carrier business has also been recovering and our fourth quarter guidance implies the business to almost double from the year ago quarter, we see continued recovery until this business also settles into its long-term growth trajectory, which would be in line with carrier CapEx. Summary, Guidance, and Financials Matthew Murphy: So in summary, during the third quarter of fiscal 2026, we continue to expand operating margins, grow earnings per share and set new revenue records. We executed our $1 billion accelerated stock repurchase program in addition to repurchasing $300 million of stock through our ongoing buyback program funded by our growing operating cash flow. Looking ahead, we expect momentum to continue in the fourth quarter with total company revenue forecast at $2.2 billion at the midpoint, representing 6% sequential and 21% year-over-year growth. Excluding revenue from our former Automotive Ethernet business implied year-over-year revenue growth for Marvell's go-forward business would be approximately 24% at the midpoint of our forecast for the fourth quarter. As I noted in my opening remarks, we are seeing robust demand signals and strong bookings across our entire portfolio, positioning us for a strong fiscal 2027 and even faster growth in fiscal 2028. Customers are planning to add substantial AI capacity over the next several years and are partnering closely with us on long-term technology road maps and coordinated capacity planning. In addition to benefiting from rapid market expansion, we have several of our own unique growth drivers. Taken the other, we expect strong market tailwinds and new product cycles to drive significant growth inflections ahead of us. As a result, we see a path for our data center revenue growth in fiscal 2028 to accelerate meaningfully above the 25% growth we expect in fiscal 2027. So look, we covered a lot of ground today. And so before I close, let me just quickly highlight a few key takeaways. First, we have activated Marvell's M&A playbook and expect to close the transformational acquisition of Celestial AI in the first quarter of next fiscal year, enabling us to fully capitalize on the massive scale-up opportunity. Second, our interconnect business is firing on all cylinders. Our electrooptic interconnect platforms continue to lead the market with world-class road maps across the board and accelerating demand. Finally, when you put it all together, we are positioned for several years of exceptional performance, building on this fiscal year's projected revenue growth of more than 40%. And I look forward to updating you on our progress over the coming quarters. And with all of that, I'll turn the call over to Willem for more detail on our recent results and outlook. Willem Meintjes: Thank you, Matt, and good afternoon, everyone. Let me start with a summary of our financial results for the third quarter of fiscal 2026. Revenue in the third quarter was $2.075 billion, growing 37% year-over-year and 3% sequentially. Data center is our largest end market, contributing 73% of total revenue. Our communications and other end market contributed the remaining 27% of revenue. GAAP gross margin was 51.6%. Non-GAAP gross margin was 59.7%, an increase of 30 basis points sequentially. Moving on to operating expenses. GAAP operating expenses were $712 million, including stock-based compensation, amortization of acquired intangible assets, restructuring costs and acquisition-related costs. Non-GAAP operating expenses came in at $485 million, in line with our guidance. Our GAAP operating margin was 17.2%, while our non-GAAP operating margin was 36.3%. I'm pleased that we drove a 150 basis point sequential increase in non-GAAP operating margin. For the third quarter, GAAP earnings per diluted share was $2.20, including the gain from the divestiture of the Automotive Ethernet business. Non-GAAP earnings per diluted share was $0.76, reflecting year-over-year growth of 77% which is more than double the pace of revenue growth demonstrating the significant operating leverage in our model. Non-GAAP earnings per diluted share increased 13% sequentially. Willem Meintjes: Now turning to our cash flow and balance sheet. Cash flow from operations in the third quarter was a record $582 million, growing approximately $121 million from the prior quarter. Our inventory at the end of the third quarter was $1.01 billion, a decrease of $37 million from the prior quarter. During the quarter, we executed our $1 billion accelerated repurchase program. In addition, we repurchased $300 million of our stock through our ongoing capital return program and returned $51 million to shareholders through cash dividends in the quarter. As of the end of the third quarter, our total debt was $4.5 billion, with a gross debt-to-EBITDA ratio of 1.47x and a net debt-to-EBITDA ratio of 0.58x. Our debt ratios have continued to improve as we have driven an increase in our EBITDA. As of the end of the third fiscal quarter, our cash and cash equivalents were $2.7 billion, an increase of $1.5 billion from last quarter reflecting the addition of proceeds from the divestiture of our Automotive Ethernet business and ongoing cash generation from operations, offset by a capital return of $1.35 billion between stock repurchases and dividends. Willem Meintjes: Turning to our guidance for the fourth quarter of fiscal 2026. We're forecasting revenue to be in the range of $2.2 billion, plus or minus 5%. We expect our GAAP gross margin to be between 51.1% and 52.1%. We expect our non-GAAP gross margin to be between 58.5% and 59.5%. Looking forward, we anticipate that the overall level of revenue and product mix will remain key determinants of our gross margin in any given quarter. For the fourth quarter, we project our GAAP operating expenses to be approximately $741 million. We anticipate our non-GAAP operating expenses to be approximately $515 million, growing from the prior quarter as we continue to invest in the business, and anticipate higher employee bonus payouts, reflecting a strong expected finish to the fiscal year. For the fourth quarter, we expect GAAP and non-GAAP other income and expense, including interest on our debt to be approximately $30 million. We expect our non-GAAP tax rate of 10% for the fourth quarter. We expect our basic weighted average shares outstanding to be 850 million, and our diluted weighted average shares outstanding to be 857 million. We anticipate GAAP earnings per diluted share in the range of $0.31 to $0.41. We expect non-GAAP earnings per diluted share in the range of $0.74 to $0.84. Willem Meintjes: Looking ahead to fiscal 2027, Matt already provided an update on our strong revenue growth expectations. We intend to continue to invest in growing our business while driving operating leverage and expect our non-GAAP operating expenses to increase at roughly half the rate of the revenue growth next fiscal year. Keep in mind that we typically see a mid-single-digit sequential increase in OpEx on a percentage basis in the first quarter. This forecast for next year's OpEx does not include any additions from the acquisition we announced today. I will provide that forecast separately. Regarding taxes, we expect our non-GAAP tax rate to move to approximately 12% next fiscal year. Turning to the acquisition we announced today. Post closing, we expect the addition of Celestial AI to add approximately $50 million in annual operating expenses. We expect Celestial AI to start generating meaningful revenue in the second half of fiscal 2028, at which point it is expected to become accretive to our non-GAAP earnings. We plan to fund the acquisition through a combination of stock and cash on hand and do not intend to take on additional debt. We have a strong balance sheet and are generating robust operating cash flow. As a result, in parallel with paying for the acquisition, we plan on continuing to return capital to stockholders through dividends and buybacks. In summary, we're executing on our strategy to drive strong revenue growth while delivering operating leverage. In addition to organic investments, we are actively deploying our strong balance sheet to acquire a transformational asset that we expect to further strengthen our capabilities and increase our addressable market. With that, we are ready to start our Q&A session. Operator, please open the line and announce Q&A instructions. Thank Thank you. Operator: [Operator Instructions] Our first question is from Ross Seymore with Deutsche Bank. Ross Seymore: Matt, I appreciate all the details you gave about how to think about next year. If I run through those numbers, basically, it sounds like you're implying somewhere around $10 billion in revenue for next year. So I guess, first of all, is that in the right ballpark? And then back in June, you gave a longer-term target for fiscal '29 for your business, especially on the AI side of things. How does what you're looking for next year gets you aligned to those long-term targets? Matthew Murphy: Yes. Thanks, Ross. I think that's actually a great way to tee-up the Q&A here. So yes, a couple of things. I think you're absolutely in the ballpark when you add up the numbers I gave you on $10 billion for next year. And I think that's a great target, actually, by the way, that -- motivational for us as a team to go drive. And just as a reminder, this is just based on the Marvell organic plan, no M&A contribution. A couple of things about next year, an then I'll actually give you some commentary on how you think about that slope we're on for next year. Another thing I would note, I didn't say in my prepared remarks but we do expect sequential revenue growth next year, every quarter. So year-over-year, we see a nice growth throughout the year. But I would say the second half of the year stronger than the first and with, I think, a really, really compelling exit rate to fiscal '27. Now it's a little far out to go all the way to '29, let's say, but let me just give you a path sort of on where we're headed and how we think about fiscal '28 and how we build on that strong second half we see next year. So a couple of things maybe to talk about those same businesses. So first on custom. And just as a reminder, I mean, basically, we quadrupled that business from calendar '23 to '24, we doubled it from founder '24 to '25, we're saying it's going to be up about 20% this next year. But then when I look at the year after with all this goodness from XPU attach plus a new meaningful XPU socket ramping and the other programs continuing, we see the custom business action in fiscal '28 doubling off of '27. So we see a reacceleration big time in that year. And that puts us on a nice trajectory towards our growth targets fiscal '29 in custom coming off a strong second half next year and then in fiscal '28. On interconnect, look, it's early, but we do expect that business should continue to outgrow CapEx. It's done that for a long time. Look, if you just said, hey, 20% CapEx growth in fiscal '28 and nobody knows what that number is, but just peg that in there for now, we'll definitely grow above that. I would say our customer forecast support a much higher number than that. But just as a base case, just assume CapEx is 20% that year. And so -- so optics will grow faster. And then for storage switch and the other part of data center just assume 10% growth in fiscal '28 over '27. I think that's a reasonable set of assumptions to use based on what we see. And so when you actually add all that together, you come up with a number, bottoms up, which looks more like 40% growth in data center in fiscal '28. So that's what I was talking about in my lead-in, which was strong data set -- 45% growth basically this year in data center, targeting 25% next year and then 40% the year after. And if you actually look at it over like the cycle where we started back in calendar '23, that's like a 50% kind of compounded growth rate, we'll be growing our data center business. So the '28 numbers I'm laying out for you are not totally crazy. And then just for reference, if you just sort of plug in comms and other growing at GDP for fiscal '28 just to keep it simple. Again, it's too far out you basically get Marvell growing like another 30% in fiscal '28, which would be above where we're looking for '27. So kind of a long answer, but maybe what's been on a lot of investors' mind is how do you get from where we are to where we're going, but certainly, we're very optimistic about our outlook over the next couple of years. And then things like Celestial AI and some of these other big growth drivers, those are going to kick in starting in fiscal '28 but then really in '29 and '30 and beyond. And I think through the end of the decade, it's looking very bright for Marvell. Thanks for the question. Operator: Our next question is from Harlan Sur with JPMorgan. Harlan Sur: Congrats on the Celestial acquisition. Today, Matt, your lead AI customer announced their next-generation 3 nanometer AI XPU product. And I think you just said you have secured purchase orders for this program for the entirety of next year. But your lead customer also preannounced their next-generation 2 nanometer XPU product today as well, which we believe you're also involved with, especially now with the Celestial team. I remember at the June custom AI event that the team talked about concurrent design programs. In other words, at the same time, you're towards the tail end of your customer's 3 nanometer design. You're already starting to work with customers on their next-generation 2 nanometer designs. During our fireside chat in September, you talked about the team being heads down focused on 2 nanometer designs. You even talked about next-generation A16 and A14 technologies. Can you just give us an update on your sub 3 nanometer design win pipeline does include both XPU, XPU attach programs? And what's the time line for these programs to ramp into production? Matthew Murphy: Yes. Thanks, Harlan, for the question. And yes, just in the spirit of customer confidentiality and details, I can't go into too much. But what I would say, which is incorporated into our numbers is that our product transition from where we are today with our lead XPU customer to the next one is baked into all the numbers I gave you, and yes, I got the backlog and I got the orders and we got great visibility there. On the 2 nanometer, very exciting. I mean there's a number of programs that we're working on in this area, and that's going to be a workhorse process technology for us. But same as I said, and I would just say that the design funnel keeps increasing there. And the power benefits you see are compelling. And I think that will continue. I mean that's really where AI has sort of kicked in to keep the Moore's Law train running is really the just the power savings are worth real OpEx dollars when you can save power dissipation from one generation to the other. So nothing really new to report there other than just heads-down execution and do see strong product ramps coming over this time period I gave you, especially in the fiscal '28 where you'll start seeing some of the 2 nanometer products ramp. And my team internally just to give them a shout out is executing extremely well. The whole team you saw that got up there at the AI investor event in June by engineering leadership, executing extremely well across the board on the core IP, the nodes, the packaging, you name it. So we're really firing on all cylinders internally. Thanks, Harlan. Harlan Sur: Great execution. Operator: Our next question is from Tore Svanberg with Stifel. Tore Svanberg: Yes. Congratulations on the acquisition. I had a question on Celestial AI, Matt. So when you gave those $500 million and $1 billion target, would that be for the PF Link products only? Or would that also include some of the potential businesses with memory? Matthew Murphy: Yes. Yes. A couple of things to note, maybe at the highest level. The first is, yes, the revenue targets and also the earnout that we're all going to drive for is all based on Celestial AI in totality. Now the reality is from a lead perspective, the PF chiplet is sort of what's going to go first. But everything is on the table, and there's just tremendous activity that, that team has driven, punching way above the weight in the industry in terms of the engagements they have. So those are all in numbers but clearly going to be driven more from the PF chiplet side in terms of the revenue build in end of fiscal '28 and then the end of fiscal '29. Operator: Our next question is from Chris Caso with Wolfe Research. Christopher Caso: Also a question about Celestial. And with that revenue ramp that you're expecting at the end fiscal '28, beginning of fiscal '29, can you talk about the breadth of that? And obviously, I'm sure you're not willing to name the customers right now. But is it a fairly narrow customer base, what's the -- and going over time, how diversified is that revenue stream? Matthew Murphy: Yes. No, great question, Chris. I think that the engagement is certainly broad but remember, we're -- there's a bold effort across the industry to really bring this product into volume stable production, and it's going to take real big companies and a few of them to do that. And so yes, we have strong engagement across the board, but there will be -- and we're fortunate with this that we have -- as I said on the call, we have one Tier 1 hyperscaler that's -- we're engaged with on this that I think is a great partner and a great teaching customer and a great customer to collaborate with to really go make this happen. So it's very exciting to see Celestial come into Marvell because -- just as a reminder, we have an incredibly strong internal silicon photonics organization. I mean this team that we got from Inphi pioneered this technology. We drove it into high-volume production and market leadership in the 100 and the 400-gig ZR business, now 800 gig. It's all the DCI stuff they enable. That's on the back of very, very innovative silicon photonics technology. So we have a ton of know-how here. So then when we bring in Celestial, we're all going to benefit from that common set of learnings and then having a lead customer pulling us through is very exciting. So I think this is just the first phase here, Chris, that you're going to see. But certainly, the interest is there across the industry. And this is just so evident to us over the last couple of years and really pronounced at the last strategic review. It's a process I run every year where we do our capital allocation review with everybody, and I was a couple of months back, and we're just staring at this just giant transition to photonics inside the data center in that TAM. And we looked at, could we do it ourselves, could we do it with the partner and we just concluded this is a home run to bring them in with our internal team plus really a lead customer to pull us through the first wave. But beyond that, we see very broad adoption beyond that time frame. Operator: Our next question is from Harsh Kumar with Piper Sandler. Harsh Kumar: Congratulations, Matt and the team and a lot of good things happening. Matt I had two. So I'll just ask them both together. The first one is on custom. You specifically mentioned at least 20% growth for next year. Seems like you've got a lot of good things happening, a lot of good stuff ramping. And I was hoping that you could book in that number for us. So at least 20% to me seems like that's what's in the bag. But maybe you could give us a sense of what -- if everything worked out right for you, what could be a normalized 2027 FY growth rate for custom? And then the second question was you gave us a lot of color all the way to FY 2028. And this is kind of not the norm on Wall Street, most companies go out a quarter, as you well know. So my question is, and this we've been getting from a lot of investors already is, what is your comfort level? And what is the visibility on some of this long-term revenue materializing that you're talking about? Matthew Murphy: Yes, sure. A lot in there, but let me unpack it. I think the first is, you should definitely model the 20%, and I think that's -- that is a good number. That's a good safe base case number. And remember, it's a handful of programs today. So I think I would just go for that now. Clearly, we're going to be ready if people want to do more, but I am also mindful of some of the history on this custom business where either people got ahead of themselves or there's a lot of noise in the system and it's just -- look, we've got strong backlog, we got that covered. That's great. If we do better later, we'll definitely update you guys. But we got a very, very good outlook for next year in that business. And then obviously, the year after it really builds. And kind of part of your question is it's not 20% sort of linearly, meaning the second half, especially in custom and the exit rate is much higher than where we are now. And that's simply because we're building all this momentum into fiscal '28. And then yes, on the sort of guide quarter at a time, that's definitely been our MO historically. I think given the multiyear cycles we're looking at now in the AI infrastructure build and also, quite frankly, just being sensitive to investor feedback about looking at some pretty ambitious targets we've set for the company several years out. And then wondering, well, how do you see yourselves getting there? And I just view it as it's incumbent on me to paint the picture for folks and share what I see as kind of base case assumptions, as I mentioned. I mean these are what I view as the base case, not dream the dream, not putting anything in that we -- is sort of a maybe. I think it's very rational how we came up with our fiscal '27 outlook and even our fiscal '28 if you just look at it, bottoms up on the custom, we should definitely be able to do that because we know those programs. I mean if I say CapEx is growing 20%, it certainly may do better, and our optics business is growing way above CapEx, so that has some legs to it. And then look, even in a quarter, that other category in switching and storage and other has also floated up. So there's still a lot of goodness out there. But I think just from a modeling perspective, that's what you should think about. And I would say, finally, it really though is tied to our customer planning. I mean they're realizing to go get all this build to happen. They've got to provide visibility several years out. That's giving us increased confidence in our outlook because we're having to plan around that. Our R&D schedules, our capacity, our ramps, all that stuff has got to go kind of 6 to 8 quarters out now to really be ready. So that's also part of why I felt it was worth sharing this perspective for investors. And again, I think it's timed well as well with Celestial because then that thing just kicks in beyond the time frame I'm talking about fiscal '29 -- I mean some of it in fiscal '28 but then early '29, '30 and beyond. So hopefully, that was helpful. Thank Thank you so much for the question. Operator: Our next question is from Blayne Curtis with Jefferies. Blayne Curtis: I want to ask you, Matt, I know it's always tough to talk about customers, but you did file an 8-K and it says you graded Amazon a warrant for 1 million shares to buy photonic fabric. So I guess, one, very simply, is that your lead customer? And if you can maybe talk about that expanding relationship, obviously, there's been a lot of back and forth your status to the customer, but this seems like a positive in terms of your engagement for the next generation? Matthew Murphy: Yes. And great job checking out the EDGAR website, Blayne, you're always one step ahead. Yes, I think it's great. So first, we did file Form 8-K talking about really an extension, if you think about it to the warrant agreement we have, which is effectively adding a new swim lane. I mean if you can believe it was only 1 year ago that we announced with AWS a warrant and strategic arrangement with them. Back then, a year ago, it was really bucketed between AI, custom products and then networking products. And so think of this as just adding another swim lane of photonic fabric products to the mix. And all in, the potential of each of these is quite significant. So that's a positive on the first one, that's out there. Also pleased to get a very, very strong support in our press release for the acquisition from AWS that was positive. And so when you sort of look at all the things we're saying and all the data that's out there, you can sort of figure out where we're headed with this and who is helping drive this technology forward. We're very, very excited about where we can go with this technology, especially with our lead Tier 1 hyperscaler but then also the rest of the market, which I think will be shortly behind them once we can really put the full force of Marvell behind this. So thanks for catching that and giving me a chance to talk about it. It's pretty exciting to see. Really, if you think about it, we've got the warrant agreement, we got an aggressive earnout that the team is driving, which is a $2 billion number, by the way, through the end of fiscal '29. So all this adds up to just a great sort of set of incentives for everybody to go execute like crazy and bring this into production. Operator: Our next question is from Vivek Arya with Bank of America. Vivek Arya: Matt, I had 2 kind of questions on the data center, one on optics and one on custom. So on optics, why correlated to cloud CapEx? Why not do growth of AI accelerators, which is expected to be much faster than the 30%? And then on the custom side, you mentioned 20% as the baseline growth. Is that because the second customer is supposed to come on board? Or is it because you will grow with that first customer? And I ask about the second customer because they don't have a history of ramping, big ASIC program. So I just wanted to get your overall views on optics and why correlated to CapEx. And then on the custom side, just kind of puts and takes of the second customer that's supposed to come onboard. Matthew Murphy: Yes. Thanks, Vivek. Yes. So on your first question, I mean, just the rationale was just to give just a broad proxy to the investment community about how to think about our business of sort of a very common metric, which is CapEx. I agree with you. The optics business is fundamentally driven by AI and AI acceleration. And that's why it's been growing so far above CapEx each year. And -- but I think this was just in the interest of providing some pretty broad brush strokes but you should certainly assume that the optics piece is tied to AI which is growing faster than CapEx. So that's a fair assumption. But just this was really in the spirit of making this a proxy. And then on the growth next year, yes, that's all still driven by -- the way to think about it is mostly our current business today. So there's a product transition with our lead customer from one generation to another in there. There's some XPU attach that's kicking in, in the second half that's going to lead to the '28 and '29 revenues I was talking about. But the next bigger XPU customer we have, not much of that really you should count on for next year. It's really the year after and that's captured in the doubling from fiscal '27 to '28. But I think we've got a very rational base plan for that, that we think is achievable. And then obviously, if things improve or get better, then we would up those numbers. But I think what we're trying to do right now, Vivek, is just paint a very rational, clear picture for people, and then we'll obviously update along the way more on a granular basis as we go forward. . Operator: Our next question is from Christopher Rolland with Susquehanna. Christopher Rolland: Congrats on the results. So I think your main competitor in ASIC has moved to providing racks, not just silicon. And then with this acquisition and kind of given the increasing complexity we're seeing out there, might you be moving to systems and then perhaps even rack-level solutions as well? And do you have the capabilities to do that? Matthew Murphy: Yes. Thanks, Chris, for the question. And I would sort of answer the second part, which is, we are very much looking at this as a rack-level solution in totality and that is all the various flavors of optical interconnect. I rattled through a bunch of those. We're the one-stop shop, right, from AECs, traditional DSPs, retimers, LPOs, photonic fabrics and then scale up and scale out switching and XPU attach sockets and circuits to make all this work. And then working closely with our customers with that vision on how we enable that entire end-to-end and enable them to do that. That's our current strategy. And most of the people we're working with have that capability themselves today. They're very good at it but we also add quite a bit of value in how to think about how to pull it all together. So we absolutely have a rack scale vision, and this is where Celestial AI really fits in. But we don't have any system-level revenues comprehended in anything I've talked to you about over the next 2 years. But certainly, from a strategic standpoint, it's imperative, right, that we go to market in a very comprehensive way, Chris, and not in a point solution way, but rather be able to provide all the fundamental pieces right from the biggest XPU chip all the way down to a retimer on the board. Operator: This was our final question for the evening. I'd now like to hand the call back over to management for any closing comments. Matthew Murphy: Yes. Fantastic, and thanks for all the great questions, and I appreciate everybody listening. I know it was a lot. I think this was the world record for the longest prepared remarks I've ever done. But like I said at the beginning, settle in, because there's a lot of good stuff. And there really is a lot of great things happening with Marvell. I'm just really pleased with how our team has executed. I want to say thank you to all of them. we have a phenomenal setup for next year, as I indicated, and even through the next year, we just have very good visibility. Programs are on track. We are playing offense in this company, okay? We're out doing strategic acquisitions like Celestial AI, and we're thrilled to welcome them to the Marvell team. And I think our future is very bright where we're headed. So appreciate everybody's interest. I look forward to follow-up conversations and appreciate all the investor interest in following Marvell and our journey. Thank you, everybody. Have a great day. Operator: Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you again for your participation.